ESGEN Acquisition (ESAC) - 2022 Q2 - Quarterly Report

Financial Performance - The company had income of $1,494,631 for the three months ended June 30, 2022, primarily from a gain on change in fair value of warrant liabilities of $1,527,600[138] - For the six months ended June 30, 2022, the company reported income of $7,375,172, driven by a gain on change in fair value of warrant liabilities of $8,262,960[139] Cash and Liabilities - As of June 30, 2022, the company had cash of $947,477 and owed $995,805 in accrued offering costs and expenses[141] - The company anticipates that its cash held outside of the trust account will not be sufficient to operate for at least the next 12 months if a Business Combination is not consummated[154] Business Combination - The company has until January 22, 2023, to consummate a Business Combination, or it will face mandatory liquidation[144] - The Company has until January 22, 2023, to consummate a Business Combination, or it will face mandatory liquidation and dissolution[155] - The company has not yet selected a target for its initial Business Combination and is not limited to any specific industry or geographic region[130] Initial Public Offering (IPO) Costs - The company incurred transaction costs of $16,138,202 related to its initial public offering, including $5,520,000 in underwriting commissions[134] - Offering costs related to the initial public offering amounted to $16,138,202, with $15,428,121 charged to temporary equity and $710,081 charged to expense[159] - The underwriters earned a total underwriting discount of $5,520,000, which is 2% of the gross proceeds from the initial public offering[147] Shareholder Equity - As of June 30, 2022, 27,600,000 Class A ordinary shares are subject to possible redemption, presented at redemption value as temporary equity[160] Internal Controls - The Company reported a material weakness in internal control over financial reporting due to a lack of qualified resources within the accounting department[167] - Management plans to remediate the identified material weakness by enhancing processes and increasing communication regarding accounting applications[168] - The Company has determined that its disclosure controls and procedures were not effective as of June 30, 2022[166] Risk Management - The Company has not engaged in any hedging activities since inception and does not expect to do so in the future[165] - The Company is not subject to any market or interest rate risk as of June 30, 2022, with net proceeds from the Public Offering invested in U.S. government securities[164] - As of June 30, 2022, there were no off-balance sheet arrangements or commitments[163]